U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1 TO

                                    FORM 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

              For the quarterly period ended March 31, 2002
----------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
----------------------------------------------------------------------------

                       Commission File Number: 333-52418
                       ---------------------------------

                            BAYLOR INDUSTRIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

      Nevada                                              76-0639842
------------------------                                --------------
(State or other jurisdiction of                         (IRS Employer
incorporation  or  organization)                        Identification No.)

    14601 Bellaire Blvd. Suite 338, Houston, TX                   77083
------------------------------------------------------          ---------
    (Address of principal executive offices)                    (Zip Code)

                                 (281) 564-6418
                             ----------------------
                           (Issuer's telephone number)

----------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange  Act of 1934 during the past 12 months
(or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.

                                   Yes [X]  No [ ]

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

                                   Yes [ ]  No [ ]

                                        1
<PAGE>

The Registrant has 20,000,000 Common Stock, authorized, 2,000,000 shares
of common stock issued and outstanding, par value $0.001 per share as of
March 31, 2002.  Preferred stock, $0.001 par value per share, 5,000,000
shares authorized, no preferred stock issued nor outstanding as of
March 31, 2002.

Traditional Small Business Disclosure Format (check one) Yes [  ] No [X]

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Balance Sheet (unaudited)............................   5
          Statements of Operations (unaudited).................   6
          Statement of Shareholders' Equity (unaudited) .......   7
          Statements of Cash Flows (unaudited).................   8
          Notes to Financial Statements........................   9

Item 2.  Management's Discussion and Analysis of Plan
         of Operation..........................................  13


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  16
Item 2.   Changes in Securities and Use of Proceeds............  16
Item 3.   Defaults upon Senior Securities......................  16
Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  16
Item 5.   Other Information..................................... 16
Item 6.   Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17

                                      3

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended March 31, 2002.  The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the three months ended
March 31, 2002, follow.

                                     4
<PAGE>


                           BAYLOR INDUSTRIES, INC..
                         (A Development Stage Company)
                                 BALANCE SHEET
                                  (UNAUDITED)



<TABLE>
<CAPTION>

BALANCE SHEET


                                                    March 31,       December 31,
                                                      2002              2001
                                                  -------------     ------------
<S>                                               <C>               <C>
ASSETS
   Cash and cash equivalents                      $      1,524      $     2,386
                                                  =============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Accounts payable and accrued expenses                    85               85
   Advances by shareholder                               1,000            1,000
                                                  -------------     -----------
     Total current liabilities                           1,085            1,085
                                                  -------------     -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized,
    -0- shares issued and outstanding                        -                -
  Common stock, $0.001 par value;
    20,000,000 shares authorized,
    2,000,000 shares issued and outstanding              2,000            2,000
  Additional paid-in capital                             3,750            3,750
  Deficit accumulated during
   the development stage                                (5,311)          (4,449)
                                                  -------------     ------------
     Total stockholders' equity                            439            1,301
                                                  -------------     ------------
     Total liabilities and stockholders' equity   $      1,524      $     2,386
                                                  =============     ============
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS

                                                                  March 29, 2000
                                                                  (Inception) to
                                                March 31,            March 31,
                                            2002         2001          2002
                                         ----------  -----------  --------------
<S>                                      <C>         <C>          <C>
Revenue                                  $        -  $         -  $           -

General and administrative expenses             862          237          5,311
                                         ----------  -----------  --------------
Loss from operations before provision
   for income taxes                           (862)        (237)         (5,311)

Provision for income taxes                        -            -               -
                                         ----------  -----------  --------------
Net loss                                 $    (862)  $     (237)         (5,311)
                                         ==========  ===========  ==============
Net loss per share - basic and diluted   $        -  $         -  $            -
                                         ==========  ===========  ==============
Weighted average number of common shares  2,000,000    2,000,000       2,000,000
                                         ==========  ===========  ==============

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       6

<PAGE>

                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY

                                                      Deficit
                                                    Accumulated
                                         Additional During the     Total
                           Common Stock   Paid-In   Development Stockholders'
                       -----------------
                         Shares   Amount  Capital      Stage       Equity
                       ---------  ------ ---------- ----------- -------------
<S>                    <C>        <C>    <C>        <C>         <C>
Mar 31,2000 (Inception)        -  $    - $        - $         - $          -

Issued for cash        2,000,000   2,000          -           -        2,000

Net Loss                       -       -          -     (1,581)       (1,581)
                       ---------  ------ ---------- ----------- -------------


Balance Dec 31,2000    2,000,000   2,000          -     (1,581)         (419)

Shareholder Contribution       -       -      3,750           -        3,750

Net Loss                       -       -          -     (2,868)       (2,868)
                       ---------  ------ ---------- ----------- -------------

Balance, Dec 31, 2001  2,000,000   2,000      3,750     (4,449)        1,301

Net loss                       -       -          -       (862)         (862)
                       ---------  ------ ---------- ----------- -------------

Balance, Mar 31, 2002  2,000,000  $2,000 $    3,750 $   (5,311) $        439
                       =========  ====== ========== =========== =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       7

<PAGE>

                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                            STATEMENT OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                                                  March 29, 2000
                                        For the Three Months Ended (inception)to
                                                   March 31,         March 31,
                                              --------------------
                                                2002       2001        2002
                                              ---------  --------- -------------
<S>                                           <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                    $   (862)  $   (237) $     (5,311)
  Increase in accounts payable and
    accrued expenses                                 -          -            85
                                              ---------  --------- -------------

NET CASH USED IN OPERATING ACTIVITIES             (862)      (237)       (5,226)
                                              ---------  --------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                               -          -         2,000
  Increase in advances by shareholder                -      1,000         1,000
  Funds paid into capital by officer                 -          -         3,750
                                              ---------  --------- -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES            -      1,000         6,750
                                              ---------  --------- -------------

  (Decrease) increase in cash and
    cash equivalents                              (862)       763         1,524

  Cash and cash equivalents -
    beginning of period                          2,386        504             -
                                              ---------  --------- -------------

  Cash and cash equivalents -
    end of period                             $  1,524   $  1,267  $      1,524
                                              =========  ========= =============

Supplemental Information:
  Cash payments made for:
    Income taxes                              $       -  $       - $           -
                                              =========  ========= =============
    Interest                                  $       -  $       - $           -
                                              =========  ========= =============

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       8

<PAGE>

                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002


 NOTE 1 -   DESCRIPTION  OF  BUSINESS  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING
            POLICIES

            Nature of Operations
            --------------------
            Baylor Industries, Inc. (the "Company") is currently a development-
            stage  company  under  the provisions of the  Financial  Accounting
            Standards  Board  ("FASB")   Statement   of   Financial  Accounting
            Standards ("SFAS") No. 7.  The Company was incorporated  under  the
            laws of the state of Nevada on March 29, 2000.

            General
            -------
            The  accompanying unaudited financial statements have been prepared
            in accordance  with the instructions to Form 10-QSB and, therefore,
            do  not  include  all   the   information   necessary  for  a  fair
            presentation of financial position, results of  operations and cash
            flows  in conformity with accounting principles generally  accepted
            in the United States of America.

            In the opinion of management, all adjustments (consisting of normal
            recurring  accruals)  considered  necessary for a fair presentation
            have been included.  Operating results  for  the three month period
            ended March 31, 2002, are not necessarily indicative of the results
            that  may be expected for the year ended December  31,  2002.   The
            unaudited  condensed  financial  statements  and  footnotes thereto
            included  in  the  Company's  December 31, 2001 annual  report  are
            included in SEC form 10-KSB.

            Use of Estimates
            ----------------
            The  preparation  of  financial  statements   in   conformity  with
            generally  accepted  accounting  principles requires management  to
            make estimates and assumptions that  affect the reported amounts of
            assets  and liabilities and disclosure  of  contingent  assets  and
            liabilities  at  the  date  of  the  financial  statements  and the
            reported  amounts  of  revenue  and  expenses  during the reporting
            period.  Actual results could differ from those estimates.

            Cash and Cash Equivalents
            -------------------------
            The Company considers all highly liquid investments purchased with
            original   maturities   of  three  months  or  less  to  be   cash
            equivalents.

            Income Taxes
            ------------
            Income taxes are provided  for  based  on  the liability method of
            accounting  pursuant  to  SFAS  No.  109, "Accounting  for  Income
            Taxes."  Deferred income taxes, if any,  are  recorded  to reflect
            the  tax  consequences on future years of differences between  the
            tax bases of  assets and liabilities and their financial reporting
            amounts at each year-end.

                                        9

<PAGE>
                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002


 NOTE 1 -   DESCRIPTION OF  BUSINESS  AND  SUMMARY  OF  SIGNIFICANT ACCOUNTING
            POLICIES (Continued)

            Earnings Per Share
            ------------------
            The Company calculates earnings per share in  accordance with SFAS
            No.  128,  "Earnings  Per  Share," which requires presentation  of
            basic earnings per share ("BEPS")  and  diluted earnings per share
            ("DEPS").  The computation of BEPS is computed  by dividing income
            available to common stockholders by the weighted average number of
            outstanding common shares during the period.  DEPS gives effect to
            all  dilutive  potential  common  shares  outstanding  during  the
            period.   The  computation  of  DEPS  does not assume  conversion,
            exercise or contingent exercise of securities  that  would have an
            antidilutive  effect  on  earnings.   As  of  March 31, 2002,  the
            Company had no securities that would effect loss per share if they
            were to be dilutive.

            Comprehensive Income
            --------------------
            SFAS  No.  130,  "Reporting  Comprehensive  Income,"   establishes
            standards  for  the reporting and display of comprehensive  income
            and its components  in  the financial statements.  The Company had
            no  items of other comprehensive  income  and  therefore  has  not
            presented a statement of comprehensive income.

NOTE 2 -    INCOME TAXES

            The components  of  the  provision  for income taxes for the period
            from January 1, 2001 to March 31, 2002 are as follows:

             Current Tax Expense
               U.S. Federal                           $           -
               State and Local                                    -
                                                      -------------
             Total Current                                        -
                                                      -------------

             Deferred Tax Expense
               U.S. Federal                                       -
               State and Local                                    -
                                                      -------------
             Total Deferred                                       -
                                                      -------------

             Total Tax Provision (Benefit) from
              Continuing Operations                   $           -
                                                      =============

            The reconciliation of the effective income  tax rate to the Federal
            statutory rate is as follows:

                                        10

<PAGE>
                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



NOTE 2 -    INCOME TAXES (Continued)

            Federal Income Tax Rate                             34.0%
            Effect of Valuation Allowance                   (  34.0)%
                                                            ---------
            Effective Income Tax Rate                            0.0%
                                                            =========

            At  March  31,  2002,  the Company had net carryforward  losses  of
            $5,311.   Because  of the  current  uncertainty  of  realizing  the
            benefits of the tax  carryforward,  a  valuation allowance equal to
            the tax benefits for deferred taxes has been established.  The full
            realization  of the tax benefit associated  with  the  carryforward
            depends  predominantly  upon  the  Company's  ability  to  generate
            taxable income during the carryforward period.

            Deferred tax  assets  and liabilities reflect the net tax effect of
            temporary differences between  the  carrying  amount  of assets and
            liabilities for financial reporting purposes and amounts  used  for
            income  tax  purposes.   Significant  components  of  the Company's
            deferred  tax  assets and liabilities as of March 31, 2002  are  as
            follows:

            Deferred Tax Assets
             Loss Carryforwards                           $   1,800

             Less:  Valuation Allowance                      (1,800)
                                                          ----------
             Net Deferred Tax Assets                      $        -
                                                          ==========

            Net operating loss carryforwards expire in 2021.

NOTE 3 -    COMMON STOCK

            On March 14, 2000, the Company issued 2,000,000 shares of its $.001
            par value common stock for $2,000.

            In April 2001, a  shareholder  contributed $3,750 to the Company as
            additional paid-in capital.

NOTE 4 -    RELATED PARTY TRANSACTIONS
            The Company neither owns nor leases  any real or personal property.
            The  officers/directors of the Company  provide  office  and  other
            services   without  charge.   Such  costs  are  immaterial  to  the
            financial statements  and,  accordingly,  have  not  been reflected
            therein.    These   individuals  are  involved  in  other  business
            activities  and  may, in  the  future,  become  involved  in  other
            business opportunities.   If  specific business opportunity becomes
            available, such persons may face  a  conflict  in selecting between
            the Company and their other business interest.  The Company has not
            formulated a policy for the resolution of such conflicts.


                                        11


<PAGE>
                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



NOTE 4 -    RELATED PARTY TRANSACTIONS (Continued)

            A  stockholder  has  advanced the Company funds in  the  amount  of
            $1,000.  These funds were  used in operations.  The advance due the
            stockholder bears no interest and is payable upon demand.

            In April 2001, a shareholder  contributed  $3,750 to the Company as
            additional paid-in capital.


                                       12

<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The current core business of Baylor Industries, Inc. is to develop
and contract manufacture generic prescription pharmaceutical products.
The Company hopes to develop a generic pharmaceutical product, utilizing an
FDA approved contract laboratory and contract manufacturing facilities. The
Company hopes to obtain an Abbreviated New Drug Application (ANDA) for its
generic pharmaceutical product.  The Company has limited itself to the
development of one product; however, this does not preclude the company from
seeking other product opportunities.  At this time, it does not have the
resources to pursue multiple products.  The Company plans to target a low
volume pharmaceuticals product, in which its U.S. patent recently expired.
Generally speaking, low volume pharmaceutical products are not quickly
brought to the market as generic products by the larger generic
pharmaceutical drug facilities, since the cost to produce a low volume
generic product outweighs its return on investment.   Barrington
Laboratories, Inc., believes it can minimize the cost of producing generic
pharmaceutical products by out-sourcing the steps necessary to obtain Food
and Drug Administration (FDA) approval.

The goal of Baylor Industries, Inc. is to obtain an ANDA (Abbreviated
New Drug Application) from the FDA to produce and market a pharmaceutical
product where the patent on the brand name product has expired, and then
market its generic version.  The FDA requires one holder (a primary contact)
of the ANDA.  The Company needs to consider where or not the contract
manufacturer will submit the submission package to the FDA, and be the
holder of the ANDA for this product.  If this becomes the case, the Company
would need to enter into a contract with the contract manufacturer to be the
exclusive distributor of this product.

The Company is seeking a contract manufacturer to produce a generic
pharmaceutical product.  Management needs to conduct further work to
determine whether the work will be subcontracted to a particular contract
pharmaceutical manufacturer.  Since this is a lengthy process, the Company
believes it is too premature to determine the actual holder of the ANDA for
this product.

Going Concern - The Company experienced operating losses for the period
ended March 31, 2002.  The financial statements have been prepared
assuming the Company will continue to operate as a going concern which
contemplates the realization of assets and the settlement of liabilities
in the normal course of business.  No adjustment has been made to the
recorded amount of assets or the recorded amount or classification of
liabilities which would be required if the Company were unable to
continue its operations.


                                      13
<PAGE>

Loss Per Share - The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation, presentation and disclosure of
earnings per share ("EPS"), replacing the presentation of Primary EPS with
a presentation of Basic EPS.  It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities with
complex capital structures.  The Company did not present Diluted EPS since
it has a simple capital structure.

The Company has not pursued or explored any opportunities for an acquisition
or merger.  This does not preclude that the Company may not explore any
opportunities in the future.

Results of Operations
---------------------

As a research and development Company, the Company has yet to generate any
revenues.  In addition, the Company does not expect to generate any revenues
over the next approximately to eighteen (18) months.  During the quarter
ended March 31, 2002, the Company experienced net losses $862, this compares
to a loss of $237 for the same period last year.  Since the Company's
inception on March 29, 2000 the Company has lost $5,311.  These expenses
included general and administrative fees.  The Company does not have any
material commitments for capital expenditures.

Liquidity and Capital Resources
-------------------------------

The Company is authorized to issue 20,000,000 shares of its $0.001 par
value common stock and 5,000,000 shares of its $0.001 par value preferred
stock.

On March 14, 2000, the Company issued 2,000,000 shares of its $.001 par
value common stock for cash of $2,000.

On December 21, 2000, the Company filed with the U. S. Securities and
Exchange Commission for their review and approval a SB-2 Registration to
further capitalize the Company by offering for sale 3,000,000 shares of
common stock, at a purchase price of $0.025 per share.  The completion
of this offering would further capitalize the Company by $75,000, less
$6,000 in offering costs for a net to the Company of $69,000.  Without
this funding, the Company will be unable to move its business plan further.

To further capitalize the Company's sole shareholder contributed $4,750 to
the Company as additional paid-in capital.

The Company's ability to continue as a going concern is contingent upon the
successful completion of additional financing arrangements and its ability
to achieve and maintain profitable operations.  These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

Market For Company's Common Stock

The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange.  There
is no trading market for the Company's Common Stock at present and there has
been no trading market to date.



                                        14
<PAGE>

There is currently no Common Stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's
common stock.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature
thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements.  These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances.  However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic market and business conditions;
the business opportunities (or lack thereof) that may be presented to and
pursued by the Company; changes in laws or regulation; and other factors,
most of which are beyond the control of the Company.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or
operations.  The Company assumes no obligations to update any such forward-
looking statements.

                                       15
<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2002, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

  3     Articles of Incorporation & By-Laws

               (a)Articles of Incorporation of the Company filed March
               29, 2000.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form SB-2, previously filed
               with the Commission on December 21, 2000.

               (b)By-Laws of the Company adopted March 29, 2000.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form SB-2, previously filed with the
               Commission on December 21, 2000.

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000
               and December 31, 2001, incorporated by reference to the
               Company's Annual Report for Small Business Issuers on
               Form 10-KSB, previously filed with the Commission.

               (b) Form 10-QSB for the quarters ended March 31, 2001,
               June 30, 2001 and September 30, 2001, incorporated by
               reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with
               the Commission.

                                       16
<PAGE>

(b)  Reports on Form 8-K

The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                          BAYLOR INDUSTRIES, INC.
                                          -----------------------
                                              (Registrant)

Date:  May 16, 2002                    By: /s/ Candace J. Sherman
                                       -----------------------
                                               Candace J. Sherman
                                               President/
                                               principal executive officer/
                                               principal accounting officer
                                               and sole director


                                       17
<PAGE>